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8680 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Ginny Brummett 8680 Camera Trailer 1 Prepared for : Lt. C hris Summitt Date: August 19, 2024 Prepared by: Demond Crawley Tel (469) 967 - 0517 Corporate HQ International Parkway 851 Suite 140 Richardson, TX 75081 Proposal for: Denton Police Department (TX) Private and Confidential Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 2 Contents 1. Wireless CCTV – Experts in LTE Video Surveillance ........................................... 2 2. Solutions and Systems Overview ........................................................................ 3 3. Price .................................................................................................................... 5 4. Headline SLAs (where applicable) ....................................................................... 7 5. WCCTV Heartbeat - Proactive Diagnostics ........................................................ 10 6. Acceptance Form ............................................................................................... 11 1. Wireless CCTV – Experts in LTE Video Surveillance Wireless CCTV LLC (WCCTV) is the market leader for wireless surveillance systems and is the first to have a video surveillance product available in US which is Verizon certified. Every WCCTV product is truly portable and easy to install. Images can be viewed from a Central Command, or on the move from a laptop, iPhone, iPad, or Android device. Why WCCTV? Benefits of working with WCCTV include: • 20 years’ experience in mobile video surveillance • Products Designed for Job Site Security • Full Turnkey Service Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 3 • Detect – Identify – Deter • Project Management Feature • Time Lapse Video Feature All WCCTV units have the following standard features • Verizon 4G Certified • 4G LTE Capable • Wi-Fi Capable • Environmentally tested • 110v or 12v Power Options (Shore Power or Solar) • Edge Recording (up to 4Tbyte) • Video Analytics* • Heartbeat Diagnostics* • Out of Hours Monitoring Service • Daytime Video review for Project Management 2. Solutions and Systems Overview WCCTV Surveillance Trailer Range: Wireless CCTV has a Range of Surveillance Trailers purpose-built to complement the Mini Dome camera Range in scenarios where neither pole nor shore power are viable options. Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 4 Surveillance Trailer Cameras WCCTV IR MINI DOME Recording 4 TBYTE HDD Detection Video Analytics Blue Light Siren Communication 4G LTE LAN Wi-Fi Smart Switch Power 750-watt Solar / 800 AmpH Infrastructure Required Level Ground (7’ x 7’) Services Remote Monitoring 4G LTE Data-plans 50GB & 300GB Heartbeat Diagnostics The Following Options are available Options Additional Cameras (up to 3) Secondary PTZ IR Fixed IR TL Camera Thermal Camera Services Time Lapse Set Up Monthly Time Lapse One-Off Time Lapse Production Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 3. Rental Price Monthly Service – Remote Monitoring Description Contract Term Unit Rate per Month Qty Monthly Rate Solar Trailer - 3 PTZ Cameras 2 months $2,100.00 1 $2,100.00 First Month Total (Monthly Rate + Delivery & Professional Installation) $2,600.00 One-Time Installation/Collection Services Delivery & Professional Installation (billed first month) $500.00 Decommission & Collection Services (billed last month) $500.00 *Pricing excludes sales tax at the prevailing rate 5 Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 4. Headline SLAs (where applicable) In the event of a conflict the following provisions will apply to the supply of the suggested solution in place of those specified in the conditions of business: Site Installation WCCTV Installation Installation of the equipment will not take place until you have confirmed that all necessary and stated measures are in place on site such as site access and power. If we arrive on-site and the above measures are not met, we will still charge full installation costs. If the installation is canceled within 24 hours of the installation date, WCCTV will charge $650.00 and propose alternative installation dates. Work to be provided by Client: • Access to the site is to be provided on the day of installation. Confirmation of which to be provided before the site visit. • Recharge of solar unit within 48 Hours of a low voltage alert from WCCTV support • Any other specific items as stated in this section and agreed during site walk. Post Installation Following installation, the customer accepts the testing phase and cycle for working order of the camera systems and monitoring alerts. These testing cycles are primarily finalized within 48 working hours of installation. Please note – the following activities may impact this testing phase and delay the full commissioning of the camera unit. • Staff on Site post working hours (established in the site security document). • Excessive environmental alerts (passing cars, flags, shadows, unsecured items) • Please also note – excessive alerts being received after commissioning can result in a discontinuation of alerts and alarms until the cause of the excessive alerts has been rectified. • Any movement of the cameras or solar trailer will also result in a new testing cycle and will delay alerts and alarms for the 48-hour commissioning period. Decommissioning Client to issue decommissioning request with 15 days’ notice period. Heartbeat Diagnostics WCCTV owns and operates an internal proactive IT and service reporting system called Heartbeat that constantly communicates with all WCCTV systems currently deployed back to our technical team. It is a comprehensive health, status and operation checking application that automatically detects any issues with 6 your system - allowing for swift corrective action to be taken. It detects the following: • Connection Issues: We will report if the connection to your WCCTV system fails, or the system goes offline. • Camera Failures: We can detect if a camera has developed a fault. • Hard Disk Failures: We can detect any hard disk failures or if the system stops recording. • Time & Date Inaccuracy: Reports when the time is incorrect or tampered with. Service and Maintenance WCCTV Service and Maintenance WCCTV is responsible for onsite service and maintenance of equipment. • Critical Failure: site visit within 24 hours of fault diagnosis [Monday-Friday 8 am-6 pm] o WCCTV will notify the client of potential weekend system downtime for the client to: a) Arrange an out-of-hours service visit with WCCTV at $350.00 b) Provide alternative security coverage • Non-Critical Failure: site visit within 5 working days of fault diagnosis [Monday-Friday 8 am-6 pm] Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 8 of 22 • Preventative Maintenance - WCCTV includes preventative service and maintenance visits with every managed service deployment. 9 • Call out/Re-Deployment - Any call out will be charged at $350 - only applicable if the issue is deemed to be client-related. i.e. Power failure, damage, etc., or a need to relocate the camera system. Warranty - included in any purchase of WCCTV devices with an active service plan. A warranty is also included for the duration of any rental period. Excludes 3rd party damage and general wear and tear on cables, camera covers, and antennae. Solar Recharge WCCTV systems are powered autonomously via batteries and solar typically have 5-15 days of battery autonomy if persistent bad weather affects the solar recharge. During winter months the system may enter low voltage at which point WCCTV will receive a low voltage alert (LVA) – At this point, the device will require a 24-hour recharge. WCCTV Recharge WCCTV will Visit the site and recharge the system as part of the original service plan. Alert Notifications WCCTV partners with Dallas-based, Promontory Insight (PMI). PMI will assist with the following activities and alerts: • Verify all incoming alarms. • Based on a suspicious or verified alarm WCCTV will always issue an audio warning to any intruder during the specified monitoring hours. • All verified intrusions will be immediately reported to Law enforcement and nominated key holders/ or static or mobile guard to attend the site immediately if suspicious activity continues. • WCCTV monitoring will continue to manage the alarm until a site resolution has been reached either by instruction from the authorized Key Holder/ or Police. • We can also arrange for an email and still image and footage to be sent on every alarm trigger (if required). Technical Support WCCTV tech support performs several roles. We have 8500 active SIM • Performance issues of the sim/network • Bandwidth restrictions over the network • Scheduled maintenance on the 3G/4G cell site • Position of cell site in relation to the site Technical support is FOC for the life of the equipment during the rental contract. The tech support team is contactable from 8 am – 6 pm ECT on 877 805 9475 (option 2) or service@wcctv.com. Customer Viewing Credentials On completion of installation, WCCTV will create a username and password for the end user to have live video access to the cameras during site operation hours. WCCTV will provide Written Guides and Video Tutorials as well as dedicated remote training sessions. Footage Retrieval service For Incidents that take place during site operational hours, WCCTV will provide a footage retrieval service To qualify, a footage retrieval request must: - Come from a WCCTV End User or WCCTV VAR - Must have an active WCCTV Service Package or - Be within a Managed Service Rental Agreement The incident requested must: - Have taken place within the field of view of the camera - Have taken place within the last 10 days Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 9 of 22 - Must be within a 24-hour time frame - Must have a completed Footage Retrieval Form If the above criteria are met, WCCTV will endeavor to find the highlighted incident and upload it to a shared folder for the client’s review. SLA’s: - WCCTV will provide best endeavors to retrieve the incident within 48 working office hours of the completed request - WCCTV will allocate 1 hour to reviewing footage – additional time can be purchased upon request via video upload - WCCTV will upload maximum 1 hour of footage for review – additional hours can be purchased at $20.00 per hour - Once uploaded the shared file will be held for 5 days before being deleted (this does not affect the item within the parameters of your edge storage) - Download of footage may result in increased data usage resulting in overage charges for overuse of monthly data allocation. Time Lapse Video Time Lapse Video can be applied to ANY WCCTV Device at the beginning or during a project. WCCTV will provide a range of Time-lapse video productions based on the client’s needs. Data Package Each WCCTV device has a monthly data plan of 50GB per month (approx. 60 hrs of live connectivity). This is more than adequate for the following use cases: • Remote video security via triggered alerts • Client led Project management daytime viewing (average 30 mins per day) • Time Lapse Video retrieval from 1 camera In rare cases additional data is used – WCCTV charges $30 for every 5GB over the 50GB per month. 300GB upgrade plans are available on request. WCCTV will also provide daily and weekly data usage updates for any devices that show higher than normal use. Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 10 of 22 5. WCCTV Heartbeat - Proactive Diagnostics What does WCCTV Heartbeat detect? Connection Issues: We will report if the connection to your WCCTV system fails, or the system goes offline Camera Failures: We can detect if a camera has developed a fault or has been tampered with. Hard Disk Failures: We can detect any hard disk failures or if the system stops recording. Recording Issues: Reports if the system records for less time than expected. Time & Date Inaccuracy: Reports when the time is incorrect or tampered with Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 11 of 22 6. Acceptance Form Wireless CCTV Acceptance Form To: Wireless CCTV LLC, 851 International Parkway Suite 140, Richardson, TX 75081 The Customer: Denton Police Department (TX) Agrees and accepts the terms of the Proposal from Wireless CCTV LLC and dated 08-19-2024 Signature (Customer Representative) Print (Customer Representative) Position Date Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 9/26/2024 Buyer Ginny Brummett Michael Cronig 9/26/2024 Deputy City Attorney Conditions of Business Part 1: General 1 Interpretation 1.1 In these Conditions of Business the following terms have the following meanings unless the context otherwise requires: ‘Contract’ the contract between you and us for provision of goods and/or services in accordance with the Proposal and incorporating the parts of these Conditions applicable to or identified in the Proposal; ‘Customer’, ‘you’ and ‘your’ the person, firm, company or organization to whom the Proposal is addressed; ‘Equipment’ the Standard Packages and the Ancillary Items specified in the Proposal which are provided to or rented or purchased by you; ‘Insolvency Event’ each and any of the following in relation to a party to the Contract: (a) any action (corporate or otherwise), legal proceedings or other procedure is taken by any person in any jurisdiction in relation to or with a view to (i) the winding up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of a party or otherwise seeks protection under the Bankruptcy Code or similar statute; (ii) the appointment of a liquidator, trustee in bankruptcy, receiver, administrator, nominee, supervisor or similar administrative functionary in respect of a party or any of its assets and that procedure is not terminated or discharged within 30 days; (iii) the enforcement of any security interest in any material assets of a party and that procedure is not terminated or discharged within 30 days; or (iv) the attachment, sequestration or execution over or affecting any material assets of a party and that procedure is not terminated or discharged within 30 days, (b) the party is unable to pay its debts as they fall due or is insolvent, or (c) the party becomes insolvent, make any assignment for the benefit of creditors, goes into liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise; ‘Normal working hours’ between 9.00 a.m. and 5.00 p.m. each day except for Saturdays, Sundays and public holidays; ‘Proposal’ a proposal given by us and accepted by you for supply of the suggested solution identified in the Proposal; and ‘WCCTV’, ‘we’, ‘us’ and ‘our’ Wireless CCTV LLC, located at 851 International Pkwy, Ste 140, Richardson, TX, 75081 1.2 References to ‘writing’ or ‘written’ include references to any communication effected by post, facsimile or e-mail. 1.3 If there is a conflict between any of the terms contained in the Proposal and these Conditions of Business the terms in the Proposal shall prevail. 1.4 Headings in the Contract are for convenience only and shall not affect its interpretation. 2 Conditions 11 2.1 Subject to any variation made in accordance with Condition 2.3 the terms contained in a Contract are the only terms upon which we are prepared to provide goods or services to you to the exclusion of any purchase order or any other pre-printed forms or instructions issued by you to us. 2.2 Proposals are valid for 30 days only. 2.3 No variation to the Contract shall be effective unless such changes are agreed in writing and signed by one of our directors. OUR AGREEMENT HEREUNDER IS LIMITED TO THE EXPRESS TERMS OF THIS CONTRACT (these Terms and any Proposal accepted by you, as modified) AND DOES NOT INCLUDE ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY YOU OR ANY ATTEMPT BY YOU TO VARY THE TERMS OF THIS CONTRACT OR ANY PROPOSAL HEREUNDER. 2.4 3 Termination 3.1 Without prejudice to any rights (a) fail to make any payment on the due date; (b) are in material breach of the Contract and such breach is incapable of remedy; (c) are in material breach of the Contract and you fail to remedy such breach within thirty days after written notice from us specifying the breach and requiring it to be remedied; or 9 Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 13 of 22 (d) are subject to or suffer an Insolvency Event. 3.2 You may by written notice terminate the Contract if we: (a) are in material breach of the Contract and such breach is incapable of remedy; or (b) are in material breach of the Contract and we fail to remedy such breach within thirty days after written notice from you specifying the breach and requiring it to be remedied; or (c) are subject to or suffer an Insolvency Event. 3.3 If the Contract is terminated then, without prejudice to any other right or remedy available to us, we shall be entitled to suspend any further deliveries or the performance of services under the Contract (including the Monitoring Service, the Installation Service or the Maintenance Service or the Data Plan) without affecting your liability to pay any and all sums due to us in accordance with the Contract. 4 Force Majeure 4.1 We will not be liable to you for any failure or delay by us or for the consequences of any failure or delay in performance of the Contract if it is due to any event beyond our reasonable control including acts of God, war, labor strikes or industrial disputes, protests, fire, flood, storm, tempest, epidemic, explosion, an act of terrorism, acts of or authorized by government, inability to obtain materials or components and national emergencies or any supervening illegality. 5 Payment 5.1 You must pay each of our invoices in full within 30 days of the date of the invoice. 5.2 Any sums owing to you by us cannot be set off, reduced or compromised in any manner or amount against any of our invoices to you. 5.3 If any sum payable under the Contract is not paid when due (a) charge interest and collection costs of $5.00 or 1.5% of outstanding balance per month, whichever is greater. In no event shall any late payment fee exceed the highest lawful rate; (b) recover reasonable expenses and costs (including legal fees); (c) suspend deliveries of Rented Equipment or the provision of the Data Plan, the Monitoring Service, Installation Service, Maintenance Service or any other products or services we are providing or requested to provide at the time until the payment has been made in full. 5.4 All sums owing by you to us under the Contract are subject to government taxes or duties as applicable. 5.5 Invoice queries must be raised within 15 days of the date of the invoice, otherwise it will be deemed correct and any and all objections to the charges are waived. 5.6 If you fail to pay when due any amount on any invoice issued hereunder for Equipment or Services under a Contract (an “Order”), fail to pay when due any amount owing to us under any other contract or instrument, are in breach of any of your obligations to us under this or any other contract with us, or if your financial or business condition or responsibility shall become impaired or unsatisfactory to us, we reserve the right, at our option, to cancel the Order without liability to you, suspend work on the Order and/or future Orders and/or withhold delivery of all or part of the Equipment or Service subject hereto or thereto, in all cases without prejudice to any other legal or equitable remedy, until past due payments are made and satisfactory assurances of payment is received. You agree to pay us the cost of collection of overdue invoices, including, without limitation, reasonable attorney’s fees. You hereby grant, and we retain, a security interest in all goods delivered under any Order and any proceeds thereof to secure payment of amount due in respect thereof hereunder. We shall, in addition to the rights and remedies herein set forth, be entitled to all rights and remedies provided for in the Uniform Commercial Code and other applicable law as from time to time amended, and at equity. 5.7 Orders are not subject to cancellation or modification, in whole or in part, after our acceptance, except with our written consent, which may be withheld in our discretion. If you cancel an Order after acceptance by us without our consent, you agree to compensate us for costs and any loss of profits that we may suffer as a result of cancellation. 6 Disclaimer of Warranty, Limitation of Liability and Indemnity 6.1 DISCLAIMER OF WARRANTY. THE EQUIPMENT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO WCCTV), OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WCCTV DISCLAIMS ANY AND ALL LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF THE EQUIPMENT OR SERVICE. WCCTV DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24 HOURS PER DAY, SEVEN DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, INJURY, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE EQUIPMENT OR SERVICES, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. WCCTV MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY GEOGRAPHIC AREA. IN NO EVENT WILL WCCTV HAVE ANY LIABILITY FOR EVENTS OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION AS SET FORTH IN CONDITION 4. WCCTV DOES NOT GIVE ANY WARRANTY, GUARANTY OR OTHER UNDERTAKING THAT THE PROVISION OF ANY SERVICE OR EQUIPMENT UNDER THE CONTRACT WILL AVERT, PREVENT OR PROTECT AGAINST OCCURRENCES OF WHICH THE EQUIPMENT AND/OR SERVICES ARE INTENDED TO RECORD OR GIVE WARNING. FURTHERMORE, WCCTV DISCLAIMS ALL LIABILITY FOR ANY LOSSES THAT ARE COVERED UNDER A WARRANTY FOR EQUIPMENT PROVIDED BY A THIRD PARTY. LIMITATION OF LIABILITY. WCCTV’S TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS CONTRACT, WHETHER BASED ON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, TORT, CONTRACT, OR OTHERWISE, IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE LESSER OF THE CHARGES PAID BY YOU TO WCCTV DURING THE NINETY (90) DAYS IMMEDIATELY PRECEDING SUCH CLAIM OR FIVE THOUSAND DOLLARS ($5,000). THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS CONTRACT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY RELATED LAW, IN NO EVENT SHALL WCCTV, OR ANY PROVIDER OF SERVICE USED BY YOU, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 14 of 22 INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WCCTV IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. 7 Use of Data 7.1 We may disclose details of the Contract to any person and for any purpose connected with our business including credit reference agencies. 8 Entire Agreement 8.1 The Contract contains all the terms which we and you have agreed in relation to the subject matter of the Contract and supersedes any prior written or oral agreements, representations or understandings between us and you in relation to such subject matter. 8.2 You acknowledge that the Contract has not been entered into wholly or partly in reliance on: (a) any statement made or not made, or advice given or not given, by or on behalf of us which is not contained in the Contract; (b) any warranty, statement, promise or representation made by us or on our behalf other than as expressly set out in this Contract. 9 Notices 9.1 Any notice given in accordance with the terms of the Contract shall be in writing and shall be sufficiently given to any party if sent addressed to that party at the address of that party set out at in this Contract (or any alternative address in the United States notified (a) US postal service; (b) e-mail; or (c) FedEx or other recognized overnight mail delivery service. 9.2 Any notice so given shall be deemed (unless the contrary is proved) to have been effected (a) If sent by the US postal service, at the time at which the letter would be delivered in the ordinary course of post. (b) if sent by e-mail then, unless such communication is returned undelivered or undeliverable at the time of transmission of such email. (c) If by FedEx or overnight delivery service the delivery date identified by such service 10 Miscellaneous 10.1 Any waiver is only valid to the extent expressly set forth in writing by the party providing the waiver. A delay or omission by either Party to exercise its rights upon any event of noncompliance or default by the other Party shall not impair any such right or be construed to be a waiver thereof. A waiver by either of the Parties of any of the duties, conditions, or agreements of the other Party shall not be construed to be a waiver of any succeeding breach thereof or of any duty, condition, or agreement herein. 10.2 If any provision, or part thereof, of this Contract becomes or is declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from this Contract. The validity, legality and enforceability of the remaining provisions of this Contract shall not in any way be affected or impaired. 10.3 This Contract shall be governed in accordance with the laws of the United States of America and the State of Texas, without reference to its choice of law provisions. In the event of litigation arising out of or connected with this Contract, the parties agree that the state or Federal courts located in the State of Texas shall have exclusive jurisdiction, 10.4 Nothing in this Contract, express or implied, is intended to create or confer and shall not be construed or operate as creating or conferring, any rights or remedies under or by reason of this Contract, upon anyone other than the Parties hereto and their successors and permitted assigns. 10.5 Neither party may assign the Contract or sub-contract the performance of their obligations under the Contract without the written permission of the other party. 10.6 Neither of us, including any of our employees, agents or representatives, shall, during and after termination of the Contract, without the prior written consent of the other, use or disclose to any other person any information which is identified as confidential or which is confidential by its nature, including without limitation all specifications or other non-public documents provided by us in connection with this Contract. 10.7 No guarantees can be given by us that the Equipment and Services will reduce or eradicate losses you are trying to mitigate against from the acceptance of a Proposal. Part 2: Rented Equipment 11 Interpretation 11.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires: ‘Commencement Date’ the date on which the Rented Equipment is delivered and installed at the Delivery address; ‘Off Lease Date’ the date on which the Rented Equipment is decommissioned at the Delivery address; ‘Decommission charge’ the amount specified in the Proposal as the decommission charge; ‘Delivery Address’ the delivery address specified on the Acceptance Form; ‘Deposit’ the amount specified in the Proposal as the deposit; ‘Minimum Lease Period’ the period specified in the Proposal as the minimum Lease period; ‘Product Sheets’ the product sheets detailing the specification of the Rented Equipment in the Proposal or if none, as published on our website (www.wcctv.com) on the date of the Contract; ‘Lease’ the lease for the Rented Equipment specified in the Proposal; ‘Lease Period’ the period between the Commencement Date and the Off Lease Date Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 15 of 22 ‘Rented Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract and all related accessories, manuals and instructions provided for it. 12 Basis of Lease 12.1 You will Lease the Rented Equipment from us for use in accordance with these Conditions and pay us the amounts due and payable for the Lease in accordance with the terms of the Contract. 12.2 At the time of delivery the Rented Equipment will be free from material defect in workmanship and/or materials and will have the functionality described in the Product Sheets. We reserve the right to make any changes to the Product Sheets for the Rented Equipment which does not materially affect its functionality. 12.3 We shall be under no liability if the Rented Equipment has the functionality described in the Product Sheets but fails to achieve any particular result whether or not such result has been notified to us or is referred to in the Proposal 12.4 We shall use our best efforts to provide a suitable solution as per the specification solution provided within the Proposal. 13 Lease Period 13.1 The Lease Period is the period from the Commencement Date until the expiration of at least 30 days’ written notice of termination given by you or by us to the other and terminating on the last day of the Minimum Lease Period or any later date. 13.2 If you commit a material breach of the Contract, such as, but not limited to, using the Rented Equipment in an improper manner or in contravention of the instructions provided with the Rented Equipment, then we shall be entitled to terminate the Lease and the Lease Period forthwith by written notice from us to you. 14 Deposit 14.1 You must pay us the Deposit prior to the Commencement Date which we will hold as security for the return of the Rented Equipment and payment of the Lease. 14.2 None of the Rented Equipment will be delivered until we have received the full amount of the Deposit. 14.3 We will repay the Deposit not more than 14 days after: (a) we have collected all the Rented Equipment and are satisfied that it is in the same condition as when delivered (fair wear and tear excepted); and (b) any outstanding Lease and other sums due to us under the Contract have been paid in full. 14.4 If the Rented Equipment is not so returned or any outstanding invoices under the Lease or other sums due are unpaid then we may utilize some or all of the Deposit (without prejudice to any other right or remedy we may have) to pay sums due from you to us. 14.5 We will not be obligated to pay interest on the Deposit. 15 Lease 15.1 The Lease for the Rented Equipment shall be the subject of the Lease. 15.2 The Lease is inclusive of the Data Plan, maintenance and monitoring (unless stated otherwise in the Proposal) in accordance with the terms of the Contract. 15.3 The Lease does not include the cost of installation, delivery or collection to and from the Delivery Address (unless stated otherwise in the Proposal). 16 Delivery of the Rented Equipment 16.1 We will arrange for the Rented Equipment to be delivered to you and installed at the Delivery Address during normal working hours. 16.2 We will notify you of the date when the Rented Equipment will be delivered and installed. 16.3 The Delivery Date and any other dates quoted for delivery of the Rented Equipment are approximate only and we shall not be liable for any delay in delivery of the Rented Equipment. The Rented Equipment may be delivered in advance of the quoted Delivery Date upon reasonable notice. 16.4 If we are unable to deliver the Rented Equipment due to your failure to accept delivery then we shall be entitled to charge you for any costs we incur as a result including the cost of waiting time, redelivery, storage of the Rented Equipment and any charges imposed by the delivery service. 16.5 We may deliver the Rented Equipment in more than one shipment. 16.6 To facilitate delivery and installation of the Rented Equipment you will provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously. 17 Payment 17.1 We will invoice you for the Lease at the beginning of the Lease Period and in advance in four weekly increments thereafter during the Lease Period. 17.2 You will pay amounts due pursuant to the invoices and any other sums due under the Lease for the Rented Equipment from the Commencement Date until the end of the Lease Period. Where the end of the Lease Period is before the Minimum Lease Period you will pay the invoices raised covering the period from the end of the Lease Period to the end of the Minimum Lease Period. 17.3 If you wish to pay the invoiced amounts under the Lease by credit card you should notify us and if we accept your request we will be entitled to invoice you every 14 days during the Lease Period for an apportioned amount of the Lease and deduct the amount invoiced from your credit card. 17.4 We will charge you a 3% surcharge for all credit card payments we receive. 18 Risk and Title 18.1 Risk of damage to or loss of the Rented Equipment, however, caused, will pass to you on delivery in accordance with Condition 25 and remain at your sole risk until we have collected the Rented Equipment at the end of the Rental Period. 18.2 The Rented Equipment shall at all times remain our property and you shall have no rights to the Rented Equipment except to use it in accordance with the Contract. Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 16 of 22 18.3 You grant us, our agents, employees, and subcontractors an irrevocable license and permission at any time to enter into or onto any premises or land where the Rented Equipment is or may be stored in order to inspect it, service it, or to recover it upon breach or termination of this Contract, and you shall ensure that we have unrestricted access to the Rented Equipment at all times during normal working hours. 19 Software 19.1 You must not copy, distribute, transmit, transcribe, translate, adapt, vary, modify, disassemble, decompile or reverse engineer any software incorporated in the Rented Equipment without our express written permission, which may be withheld in our sole discretion. Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 17 of 22 20 Use of the Rented Equipment 20.1 On delivery if we provide an instruction leaflet or other written materials on the use of the Rented Equipment you must only use the Rented Equipment in a careful and proper manner in accordance with the instructions provided. 20.2 At all times when the Rented Equipment is in your possession you will: (a) insure the Rented Equipment for its full replacement value, naming us as an additional insured party; (b) make no alteration to the Rented Equipment and not remove any existing components from the Rented Equipment; (c) keep us fully informed of all material matters relating to the Rented Equipment; (d) keep the Rented Equipment or any part thereof at all times at the Delivery Address and not move to any other location or site, (e) ensure that at all times the Rented Equipment remains identifiable as being our property and if requested ensure that a visible sign to that effect is attached to the Rented Equipment. 20.3 You agree that we are not an insurer and no insurance coverage is offered. At or prior to delivery, you shall furnish us with a certificate of insurance in compliance with 20.2(a). You shall maintain such insurance in full force and effect at your sole expense during the Lease Period. 21 Notification 21.1 If you do not use the Monitoring Service and the Rented Equipment is not in working order when delivered or subsequently breaks down: (a) you shall notify us immediately; and (b) we will repair or replace the Rented Equipment as soon as possible after you notify us. 21.2 If you do use the Monitoring Service and the Rented Equipment is not in working order when delivered or subsequently breaks down we will repair or replace the Rented Equipment as soon as possible after we become aware of the problem. 21.3 If we find that the Rented Equipment reported as faulty is in working order then you will be liable for the cost of the engineer visit and the cost of any necessary collection and delivery of the replacement equipment. 21.4 You must notify us immediately if the Rented Equipment is damaged, lost or stolen. 22 Termination 22.1 On termination of the Lease Period for any reason we will: (a) invoice you for the Decommission Charge (unless stated otherwise in the Proposal); and (b) collect the Rented Equipment at our expense from the Delivery Address during normal working hours within 14 days of the end of the Lease Period. 22.2 We will be entitled to invoice you for the replacement cost of any Rented Equipment which: (a) we are unable to collect in accordance with condition 22.1; or (b) is not in good working order; or (c) is not in the same condition as when it was delivered. 22.3 If we terminate the Lease during the Lease Period in accordance with condition 13.2 prior to the end of the Minimum Rental Period we shall be entitled to invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Rents that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Minimum Rental Period, including without limitation any incremental rent increases that may be applied during the Minimum Rental Period. 22.4 If you terminate the Lease Period for any reason whatsoever and the end of the Lease Period is before the end of the Minimum Lease Period you will pay the invoices raised covering the costs that would have been otherwise incurred between the end of the Lease Period and the end of the Minimum Lease Period had you not terminated. Part 3: Monitoring Service (if applicable) 23 Interpretation 23.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires: ‘Alert’ an alarm from the Monitored Equipment outside the Site Working Hours during the Monitoring Period; ‘Commencement Date’ the date specified in the Proposal as the Commencement Date; ‘Off Lease Date’ the date on which the Rented Equipment is decommissioned at the Delivery address; ‘Keyholder(s)’ the person or persons notified to us from time to time in accordance with these Conditions as the keyholder(s) for the Site; ‘Minimum Monitoring Period’ the period specified in the Proposal as the minimum monitoring period; ‘Monitoring Period’ the period between the Commencement Date and the Off Lease Date ‘Monitored Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract; Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 18 of 22 ‘Monitoring Fee’ the fee specified in the Proposal as the monitoring fee together with any charges made by the police, fire or other authority to us in connection with the provision to you of the Monitoring Service; ‘Site Working Hours’ the working hours for the site specified in the Proposal; ‘Site’ the delivery address specified on the Acceptance Form. 24 The Monitoring Service 24.1 During the Monitoring Period we will provide the Monitoring Service using the Monitored Equipment to monitor the Site in accordance with these Conditions. 24.2 The Monitoring Service depends on the functionality of the Monitored Equipment (a) any defaults or errors caused by faults in the Monitored Equipment or communications from the Monitored Equipment to us; or (b) any failure by the Monitored Equipment to provide an Alert. 24.3 You agree that we are not an insurer and no insurance coverage is offered. The solution we provide is designed to reduce certain risks of loss, though we cannot guarantee that no loss will occur. We and our sub-contractors are not assuming liability for any loss, data corruption, inability to retrieve data, personal injury or property damage sustained by you as a result of intrusion, burglary, theft, hold up, fire, smoke or any other cause whatsoever. 25 Monitoring Period 25.1 The Monitoring Period is the period from the Commencement Date until the expiration of at least 14 days’ written notice of termination given by you or by us to the other and terminating on the last day of the Minimum Monitoring Period or any later date. 25.2 If you commit a material breach of the Contract, such as, but not limited to, using the Monitored Equipment in an improper manner and in contravention of the instructions, then we shall be entitled to terminate the Monitoring Period forthwith by written notice from us to you. 26 Monitoring Fees 26.1 The cost of the Monitoring Service shall be the Monitoring Fee (unless expressly stated in the Proposal that the cost of the Monitoring Service is included in the Lease for the Rented Equipment). 26.2 We will invoice you for the Monitoring Fee at the beginning of the Monitoring Period and in advance in four weekly increments thereafter during the Monitoring Period. 26.3 You will pay the Monitoring Fee for the Monitoring Service from the Commencement Date until the end of the Monitoring Period. 26.4 If the Monitoring Fee is in arrears we may suspend the provision of the Monitoring Service until the arrears are cleared without affecting your obligation to pay the Monitoring Fee for the whole of the Monitoring Period. 27 Your Obligations 27.1 You must notify us promptly of: (a) any change in the use of any part of the Site; (b) any change to the Keyholders or their contact details; (c) any changes to Site Working Hours. 27.2 You must carry out any necessary maintenance or remedial works to the area in which the Monitored Equipment is located to ensure the functionality of the Monitored Equipment and prevent unnecessary false alarms. 27.3 You must ensure you obtain and maintain any permit required by any applicable law and furnish us with the permit number. We shall have no obligation to notify the emergency services if you do not supply us with the permit number for the video being monitored. 28 Our Obligations 28.1 We and you agree that our monitoring service obligation under this Contract shall be to monitor signals received from the Monitored Equipment. Upon receipt of a signal from the Monitored Equipment, we shall make every reasonable effort to transmit notification of the incident promptly to the police, fire or other authorities and the persons whose names and telephone numbers are provided to us. No more than one call to the provided contact list shall be required and any form of notification provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with our obligations. We do not notify police, fire or responding personnel in the event that emergency personnel is not required to be dispatched. Under no circumstances are we or our sub-contractors responsible for signals which do not reach us due to any reason whatsoever. 28.2 We may deactivate part or all of the Monitored Equipment causing false alarms and notify you that part or all of the Monitored Equipment will remain deactivated until the necessary maintenance has been carried out. We will not be liable for any loss occurring while part or all of the Monitored Equipment is deactivated for maintenance. 28.3 We will not be required to render service to the you if the failure to render such service is due to power failure or interruption malfunctions of telephone lines, telephone equipment or communication networks or an event of Force Majeure as described in Condition 4, above or any other causes beyond the control of us or non-payment by you. 29 Termination 29.1 On termination of the Monitoring Period for any reason we will invoice you for the monitoring Fees up to the date of termination. 29.2 If we terminate the Monitoring Period in accordance with condition 25.2 prior to the end of the Minimum Monitoring Period we shall be entitled to invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Monitoring Fees that would Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 19 of 22 (but for the termination) have been payable if the Contract had continued from the termination date to the end of the Minimum Monitoring Period. Part 4: Data Plan 30 Interpretation 30.1 In this part of these Terms and Conditions the following terms have the following meanings unless the context otherwise requires: ‘Data Plan Fee’ the fee for the Data Plan specified in the Proposal (as varied from time to time in accordance with Condition 32.5); ‘Data Plan Period’ the period specified in the Proposal from the Commencement Date; ‘Data Plan Equipment’ the Standard Package and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract. ‘Commencement Date’ the date on which the connections become live; ‘Number of Connections’ the number of connections included in the Data Plan as specified in the Proposal; ‘Lease’ the Lease for the Rented Equipment specified in the Proposal. 31 Data Plan 31.1 We will arrange the provision of the Data Plan with a suitable network provider. 31.2 The Data Plan includes: (a) connectivity for the Number of Connections as provided by the network provider in relation to the Data Plan Equipment identified in the Proposal; and (b) the provision of a SIM card (provided by the relevant network provider) for each connection. 31.3 We will advise you on request whether or not there is network coverage at any particular location where you would like to use the Data Plan. We have no control over the operation of the telephone network to which it is connected or the security of information transmitted and accordingly cannot be responsible for any failures of the telephone network or security breaches. 31.4 If you do not use the Monitoring Service and the SIM card is not in working order when delivered or subsequently breaks down: (a) You shall notify us immediately; and (b) we will notify the network provider as soon as possible after you notify us; and (c) our only liability to you in relation to the SIM card will be to notify the Network Provider of any problems you encounter in relation to that SIM card which you notify to us. 31.5 If you use the Monitoring Service and the SIM card is not in working order when delivered or subsequently breaks down we will repair or replace the SIM card as soon as possible after we become aware of the problem. 31.6 Where an IP address is provided as part of the Data Plan, you acknowledge and agree that you are not entitled to continued use of the IP address associated after the termination of the Data Plan Period and that the IP address will be recovered by the network provider at the end of the Data Plan Period. 32 Data Plan Fee 32.1 The cost of the Data Plan shall be the Data Plan Fee (unless expressly stated in the Proposal that the cost of the Data Plan is included in the Lease for the Rental Equipment). 32.2 We will invoice you for the Data Plan Fee for Rental Equipment at the same time we invoice for the Lease during the Data Plan Period, unless stated otherwise in the Proposal. We will invoice you for the Data Plan Fee for purchased Equipment at the time or times stated in the Proposal. 32.3 If you exceed the usage allowance as specified in the Data Plan then overage will be charged at $30.00 for every 5 GB over the agreed monthly plan 32.4 If the Data Plan Fee is in arrears we may suspend the provision of the Data Plan until the arrears are cleared without affecting your obligation to pay the Data Plan Fee for the whole of the Data Plan Period. 32.5 We may increase the Data Plan Fee at any time or times during the Data Plan Period by up to the same percentage as any increase in the charges to us by the network provider without affecting the continuation of the Contract. Any such increase will take effect 30 days after we notify you of the change. We will invoice you for the increase in the Data Plan Fee from the effective date of such increase to the end of the Data Plan Period. 33 Use of the Data Plan 33.1 You must only use the Data Plan for connectivity between a monitoring station and the Data Plan Equipment; or any other WCCTV viewing platform designated by us. 33.2 If you move the Rented Equipment or the Sold Equipment to a location where we have not confirmed that there is network coverage then the Data Plan may not work fully or at all and we shall have no liability therefor. 33.3 Risk in the SIM card and its use as provided to you as part of the Data Plan shall pass to you on delivery. Part 5: Installation Service (if applicable) Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 20 of 22 34 Interpretation 34.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires: ‘Commencement Date’ the date on which the Equipment is delivered to site; ‘Installation Charges’ the price for the Installation Service specified in the Proposal; ‘Installed Equipment’ the Standard Packages and Ancillary Items specified in the Proposal; ‘Site’ the delivery address specified on the Acceptance Form. 35 Installation Service 35.1 We will install the Installed Equipment in accordance with these Conditions. 35.2 The Installed Equipment will be installed as soon as practicable on or after the Commencement Date at the Site. 35.3 Installation will be complete when the Installed Equipment has been commissioned by WCCTV engineers and all is operating satisfactorily in accordance with the specification in the Proposal. 35.4 The Installation Service does not include: (a) building works at the Site; (b) alterations to the Site; (c) arranging power to be supplied to the Installed Equipment unless stated otherwise in the Proposal. 35.5 We will reinstall Equipment at the same Site or a different site at additional cost. 36 Installation Charges 36.1 The cost of the Installation Service shall be the Installation Charges. 36.2 We will invoice you for the Installation Charges after all the Installed Equipment has been installed. 37 Your Obligations 37.1 You must notify us promptly of any changes to the Site affecting installation of the Installed Equipment between the date of the Proposal and the Commencement Date. 37.2 You will provide: (a) a readily accessible power supply for each system included in the Installed Equipment (apart from self-powering systems); (b) all requisite materials, facilities, access and suitable working conditions and any other requirements stated in the Proposal to enable the Installation Service to be carried out safely and expeditiously. 37.3 If we are unable to install the Installed Equipment because of any breach by you of these Conditions (a) postpone the performance of the Installation Service; and (b) invoice you for the cost of the site visit and any waiting time. 37.4 If we are unable to install the Installed Equipment within 30 days of the Commencement Date because of any breach by you of these Conditions (a) cancel our obligation to install the Installed Equipment; and (b) invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Installation Charges. Part 6: Maintenance Service (if applicable) 38 Interpretation 38.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires: ‘Maintenance Commencement Date’ the date specified in the Proposal for the Commencement Date of the Maintenance Period; ‘Fault’ any failure or malfunction of the Maintenance Equipment; ‘Maintenance Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract; ‘Maintenance Price’ the price for the Maintenance Service specified in the Proposal; Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 21 of 22 ‘Maintenance Period’ the period specified in the Proposal as the maintenance period; ‘Site’ the delivery address specified on the Acceptance Form. 39 Maintenance Service 39.1 During the Maintenance Period we will provide the Maintenance Service in accordance with these Conditions. 39.2 If you do not use the Monitoring Service and the Maintenance Equipment breaks down during the Maintenance Period: (a) you shall notify us immediately; and (b) we will repair or replace the Maintenance Equipment as soon as may be commercially reasonable after you notify us; (c) replace the power source for any self-powering systems included in the Maintenance Equipment; and (d) we shall be under no liability for any defaults or errors caused by faults in the Maintenance Equipment until 7 days have passed since we were notified of the Fault by you or your monitoring service, unless otherwise stated in the Proposal 39.3 If you do use the Monitoring Service and the Maintenance Equipment breaks down during the Maintenance Period: (a) we will repair or replace the Maintenance Equipment as soon as may be commercially reasonable after we become aware of the problem; (b) replace the power source for any self-powering systems included in the Maintenance Equipment; and (c) we shall be under no liability for any defaults or errors caused by faults in the Maintenance Equipment until 7 days have passed since we became aware of the Fault, unless otherwise stated in the Proposal 39.4 The Maintenance Service does not include damage to the Maintenance Equipment caused by anything apart from normal use including: (a) damage by third parties; (b) moving the Maintenance Equipment; (c) attempted maintenance by anyone other than our employees or representatives. 40 Maintenance Period 40.1 The Maintenance Period is the period from the Commencement Date until the last day of the Maintenance Period. 40.2 If you commit a material breach of the Contract, such as, but not limited to, using the Maintenance Equipment in an improper manner and in contravention of the instructions, then we shall be entitled to terminate the Maintenance Period forthwith by written notice from us to you. 41 Maintenance Price 41.1 The cost of the Maintenance Service shall be the Maintenance Price (unless expressly stated in the Proposal that the cost of the Maintenance Service is included in the Lease for the Rental Equipment). 41.2 We will invoice you for the Maintenance Price for the Rented Equipment at the same time we invoice for the Lease during the Maintenance Period, unless stated otherwise in the Proposal. 41.3 If the Maintenance Price is not paid in accordance with the Contract we may suspend the provision of the Maintenance Service until the arrears are cleared without affecting your obligation to pay the Maintenance Price. 42 Your Obligations 42.1 You will provide all requisite materials, facilities, access and suitable working conditions to enable the Maintenance Service to be carried out safely and expeditiously. 42.2 If we find that Maintenance Equipment reported as faulty is in working order or you do not comply with Condition 42.1 then we shall be entitled to invoice you for the cost of the site visit. 43 Our Obligations 43.1 We may carry out repairs remotely if possible. 43.2 We will provide a Proposal for any Faults not covered by or excluded from the Maintenance Service and if you accept the quote we will carry out the repairs and invoice you for the cost on completion of the repairs. 43.3 Any repairs or other maintenance work we carry out will be performed in a good and workmanlike manner using goods and materials of a reasonable quality. 43.4 If we cannot repair the Maintenance Equipment then we will replace at our own cost unless the damage to the Maintenance Equipment has been incurred as a result of miss use or if you haven’t fulfilled your obligations as clearly stipulated in this agreement. 44 Termination 44.1 If we terminate the maintenance period in accordance with condition 40.2 prior to the end of the Maintenance Period we shall be entitled to terminate without prejudice to any other rights or remedies, and to be paid and retain the whole of the Maintenance Price. Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Proposal for: Denton Police Department (TX) Page 22 of 22 Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: CDC51C07-A5B9-485A-A189-BCD1E7C78256 Wireless CCTV X 9/26/2024 X X Demond Crawley X 9/26/2024 Certificate Of Completion Envelope Id: CDC51C07A5B9485AA189BCD1E7C78256 Status: Completed Subject: ***Purchasing Approval*** 8680 Camera Trailer Source Envelope: Document Pages: 24 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 2 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 9/26/2024 12:22:04 PM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 9/26/2024 12:32:28 PM Viewed: 9/26/2024 12:32:39 PM Signed: 9/26/2024 12:32:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/26/2024 12:32:52 PM Viewed: 9/26/2024 1:42:08 PM Signed: 9/26/2024 1:43:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Michael Cronig Michael.Cronig@cityofdenton.com Deputy City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 107.137.238.180 Sent: 9/26/2024 1:43:23 PM Resent: 9/26/2024 3:30:13 PM Resent: 9/26/2024 4:58:50 PM Resent: 9/26/2024 4:58:57 PM Viewed: 9/26/2024 5:01:34 PM Signed: 9/26/2024 5:02:30 PM Electronic Record and Signature Disclosure: Accepted: 9/26/2024 4:41:45 PM ID: 4d016369-2061-4466-9bf6-7572f1f077da Demond Crawley demondcrawley@wcctv.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 108.218.212.45 Sent: 9/26/2024 5:02:35 PM Viewed: 9/26/2024 5:11:34 PM Signed: 9/26/2024 5:14:04 PM Electronic Record and Signature Disclosure: Accepted: 9/26/2024 5:11:34 PM ID: 829ee4e3-8c57-4e4a-b552-c9802726fba1 Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.222.232.207 Sent: 9/26/2024 5:14:08 PM Viewed: 9/27/2024 8:18:19 AM Signed: 9/27/2024 8:18:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 9/27/2024 8:18:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign James Summitt Chris.Summitt@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/27/2024 8:18:34 AM Electronic Record and Signature Disclosure: Accepted: 9/6/2024 8:46:48 AM ID: 45695375-9481-4974-a5d2-a470a4be105b Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/26/2024 12:32:28 PM Envelope Updated Security Checked 9/26/2024 3:30:12 PM Envelope Updated Security Checked 9/26/2024 3:30:12 PM Envelope Updated Security Checked 9/26/2024 3:30:12 PM Envelope Updated Security Checked 9/26/2024 4:58:50 PM Envelope Updated Security Checked 9/26/2024 4:58:50 PM Certified Delivered Security Checked 9/27/2024 8:18:19 AM Signing Complete Security Checked 9/27/2024 8:18:29 AM Completed Security Checked 9/27/2024 8:18:34 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Michael Cronig, Demond Crawley, James Summitt How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.